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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2015

150 Independence Group NL

Notes to the consolidated financial statements

30 June 2015

31 Share-based payments (continued)

Employee share scheme (continued)

The target ROE will be set each year by the Board as part of the budget approval process for the following year. The

target ROE used in previous financial years was 10%.

The portion of performance rights (25% of the total) that will vest based on the comparative return on equity will be:

Actual ROE

Level of vesting

100% of average target ROE

25%

Between 100% and 115% of average target ROE

Pro-rata straight line percentage

115% of average target ROE or greater

100%

Other employees

Vesting of the performance rights to all other employees of the Company is subject to a combination of the personal

performance of the individual and the Company’s shareholder return over the measurement period, being one year. The

performance rights will vest one year after measurement period on the following basis:

Personal performance

The vesting of between 60-90% of the number of performance rights at the end of the second year will be based on the

personal performance of the individual employee. The personal performance of the participant will be determined solely

at the discretion of the Company and is determined as a result of the annual performance review of each participant.

The portion of performance rights (ranging between 60-90% of the total) that will vest based on the personal

performance return will be:

Performance standard criteria

Level of vesting

Unsatisfactory work performance

0%

Improvement in performance standard required

0%

Developing contributor

40%

Consistent contributor

60%

Solid contributor

80%

Outstanding contributor

100%

Shareholder return

The vesting of between 10-40% of the performance rights at the end of the second year will be based on measuring the

actual shareholder return at the end of the measurement period of one year compared with the change in the S&P ASX

300 Metals and Mining Index ("Index") over that same period. The portion of performance rights (ranging between

10-40% of the total) that will vest based on the comparative shareholder return will be:

Shareholder return

Level of vesting

100% of the Index

25%

Between 100% and 115% of the Index

Pro-rata straight line percentage

115% of the Index or greater

100%

The performance rights will not be subject to any further escrow restrictions once they have vested to the employees.

Share trading policy

The trading of shares issued to participants under the Company’s PRP is subject to, and conditional upon, compliance

with the Company’s employee share trading policy.

Non-executive Directors

The PRP permits non-executive directors to be eligible employees and therefore to participate in the plan. It is not

currently intended that non-executive directors will be issued with performance rights under the PRP and any such issue

would be subject to all necessary shareholder approvals.

Independence Group NL

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